“Our platform
continues to scale, with programmatic spend more than doubling
year-over-year. The growth of this predominantly self-service business
is enabling us to achieve meaningful operating leverage.”

Third Quarter 2016 Highlights:

Revenue of $41.3 million, down 1% year-over-year

Total Spend1 of $63.5 million, up 29% year-over-year

Gross profit of $18.6 million, up 6% year-over-year

Net loss of ($3.6) million; net loss per share of ($0.07)

Adjusted EBITDA2 of $0.04 million

Repurchased 621,528 shares during the third quarter at an average
price per share of $1.86

(1)

We define Total Spend as the aggregate gross spend transacted
through our platforms. Total Spend is a non-GAAP financial measure.
Please see the discussion in the section called “Non-GAAP Financial
Measures” and the reconciliations included at the end of this press
release.

(2)

Adjusted EBITDA is a non-GAAP financial measure. Please see the
discussion in the section called “Non-GAAP Financial Measures” and
the reconciliations included at the end of this press release.

“In the third quarter we delivered profitable EBITDA and strong growth
in our Total Spend,” said Bill Day, Tremor Video CEO. “Our platform
continues to scale, with programmatic spend more than doubling
year-over-year. The growth of this predominantly self-service business
is enabling us to achieve meaningful operating leverage.”

The table below presents revenue, Total Spend, gross profit, net loss,
Adjusted EBITDA, and net loss per share for the three month and nine
month periods ended September 30, 2016 and September 30, 2015.

Third Quarter and Year-to-Date Results Summary(1)

(in millions, except per share amounts), (unaudited)

Three Months Ended

Nine Months Ended

September 30,

2016

September 30,

2015

% Change

September 30,

2016

September 30,

2015

% Change

Revenue

$41.3

$41.6

(1%)

$113.0

$122.1

(7%)

Total Spend

$63.5

$49.3

29%

$169.4

$135.9

25%

Gross profit

$18.6

$17.6

6%

$52.0

$51.8

0%

Net loss

($3.6)

($28.6)

87%

($20.5)

($40.8)

50%

Adjusted EBITDA

$0.0

($1.5)

NM

($5.4)

($6.8)

20%

Net loss per share

($0.07)

($0.55)

87%

($0.39)

($0.79)

51%

(1)

As discussed in our Form 10-K for the year ended December 31, 2015,
filed with the SEC on March 15, 2016, the previously issued
quarterly financial statements for the periods ended March 31, 2015,
June 30, 2015, and September 30, 2015 were restated to reflect the
reporting of revenue attributable to the Company’s seller platform
on a net instead of a gross basis. The restatement has the effect of
decreasing both revenue and cost of revenue in a like amount in such
quarterly financial statements, and has no impact on reported gross
profit, net loss or Adjusted EBITDA.

Third Quarter and Year-to-Date Breakdown of Total Spend(1)

(in thousands), (unaudited)

Three Months Ended

Nine Months Ended

September 30,

2016

September 30,

2015

% Change

September 30,

2016

September 30,

2015

% Change

Programmatic

$

35,490

$

17,019

109

%

$

88,667

$

38,270

132

%

Non-programmatic higher function

22,239

22,372

(1

%)

65,050

62,125

5

%

Non-programmatic media network

5,745

9,882

(42

%)

15,656

35,553

(56

%)

Total Spend

$

63,474

$

49,273

29

%

$

169,373

$

135,948

25

%

(1) Please see the discussion in the section called “Non-GAAP
Financial Measures”.

Guidance

Based on information available as of November 3, 2016, the Company
expects the following:

Full Year 2016 Outlook

Full Year 2016

Revenue

$155.0 - $160.0 million

Total Spend

$245.0 - $255.0 million

Adjusted EBITDA

($2.5) - $0.0 million

Q3 2016 Financial Results Webcast: Tremor Video will host a
conference call today at 4:30 p.m. ET to discuss its third quarter
financial results. A live webcast of the event will be available on the
Tremor Video Investor Relations website at http://investor.tremorvideo.com.
A live domestic dial-in is available at (800) 449-5865 or
internationally at (719) 325-2475. Until November 17, 2016, a domestic
replay will be available at (844) 512-2921 or internationally at (412)
317-6671, using passcode 6750502, and via webcast on the Tremor Video
Investor Relations website.

About Tremor Video: Tremor Video (NYSE:TRMR) provides software
for video advertising effectiveness. Our buyer and seller platforms
enable seamless transactions in a premium video marketplace by offering
control and transparency to clients. We employ patented all-screen
technology to make every advertising moment more relevant for consumers,
and deliver maximum results for buyers and sellers.

"Safe harbor" Statement: This press release contains
forward-looking statements that involve risks, uncertainties,
assumptions and other factors that could cause actual results and the
timing of certain events to differ materially from those set forth in or
implied by such forward-looking statements. All statements other than
statements of historical fact are forward-looking statements, including,
but not limited to, statements related to Tremor Video’s future
financial results or growth potential, including 2016 full year
financial guidance and statements with respect to future revenue mix or
the development or adoption of the company’s solutions. Important
factors that could cause actual results or the timing of events to
differ materially from those set forth in or implied by any
forward-looking statements include, without limitation, risks and
uncertainties associated with: the company’s continuing development of
its business model; unfavorable conditions in the global economy or
reductions in digital advertising spend; the company’s ability to
effectively innovate and adapt to rapidly changing technology and client
needs; increased competition as well as innovations by new and existing
competitors; expansion of the online video advertising market; the
company’s ability to attract new advertisers and increase spend from
existing advertisers; the company’s ability to attract advertising spend
from TV media buyers; risks of entering new markets in which we have
limited or no experience and difficulty adapting our solutions for new
markets; adoption of brand-centric metrics, advanced ad formats and
performance-based pricing models by advertisers; the company’s ability
to effectively deliver video ad campaigns with demo guarantees; the rate
of decline of the Company’s non-programmatic media network; adoption of
the company’s programmatic solutions by advertisers and publishers;
adoption of the company’s All-Screen product and other higher-function
buying products by advertisers; the company’s ability to acquire an
adequate supply of premium video advertising inventory from publishers
on terms that are favorable to it; the company’s ability to detect
fraudulent or malicious activity and ensure a high level of brand safety
for its clients; identifying, attracting and retaining qualified
personnel; defects, errors or interruptions in the company’s solutions;
the company’s ability to collect and use data to deliver video ads; the
impact of tools that block the display of video ads; the effect of
regulatory developments and industry standards regarding internet
privacy and other matters; maintaining, protecting and enhancing the
company’s intellectual property; costs associated with defending
intellectual property infringement, securities litigation and other
claims; future opportunities and plans, including the uncertainty of
expected future financial performance and results; as well as other
risks and uncertainties detailed from time-to-time under the caption
“Risk Factors” and elsewhere in Tremor Video’s filings with the U.S.
Securities and Exchange Commission, including its Annual Report on Form
10-K for the year ended December 31, 2015, filed with the U.S.
Securities and Exchange Commission on March 15, 2016, its Quarterly
Report on Form 10-Q for the period ended March 31, 2016, filed with the
Security and Exchange Commission on May 10, 2016, its Quarterly Report
on Form 10-Q for the period ended June 30, 2016, filed with the Security
and Exchange Commission on August 9, 2016, and future filings and
reports by the company, including its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2016.

Forward-looking statements are based on current expectations and beliefs
and are not guarantees of future performance or events. Investors are
cautioned not to place undue reliance on any forward-looking statements.
Furthermore, forward-looking statements speak only as of the date on
which they are made, and, except as required by law, Tremor Video
disclaims any obligation to update these forward-looking statements to
reflect future events or circumstances.

Non-GAAP Financial Measures: To supplement its consolidated
financial statements, which are prepared and presented in accordance
with U.S. generally accepted accounting principles (“GAAP”), Tremor
Video reports Total Spend and Adjusted EBITDA, which are non-GAAP
financial measures. We define Total Spend as the aggregate gross spend
transacted through our platforms. Total Spend does not represent revenue
earned by us. Within total spend, we closely monitor the percentage
contributions among the following operational metrics: programmatic;
non-programmatic higher function; and non-programmatic media.
Programmatic includes all spend attributable to the Tremor Video SSP,
Tremor Video DSP and agency trading desks. We define non-programmatic
higher-function as non-programmatic spend running through our buyer
platform that utilizes our higher-function products, including our
all-screen optimization solution, our advanced data targeting solutions,
and our proprietary outcome-based pricing models. We define
non-programmatic media as non-programmatic spend running through our
buyer platform that is purchased without any of our higher-function
products. We track these operational metrics in order to better
understand how our clients are transacting on our platforms, which
informs decisions as to the allocation of resources and capital. We
define Adjusted EBITDA as net loss plus (minus): interest expense and
other income (expense), net, provision for income taxes, depreciation
and amortization expense, non-cash stock-based compensation expense,
non-cash stock-based long-term incentive compensation, executive
severance costs, acquisition related costs, litigation costs associated
with class action securities litigation, mark-to-market expense,
impairment charges, and other adjustments. We use these non-GAAP
financial measures for financial and operational decision making and as
a means to evaluate period-to-period comparisons. We believe that these
measures provide useful information about our operating results, enhance
the overall understanding of our past financial performance and future
prospects, and allow for greater transparency with respect to key
metrics used by management in its financial and operational decision
making. Non-GAAP financial measures should be considered in addition to
results and guidance prepared in accordance with GAAP, but should not be
considered a substitute for, or superior to, GAAP results. The non-GAAP
financial measures included in this press release have been reconciled
to the nearest GAAP measure in the table following the financial
statements attached to this press release. With respect to our
expectations under “Guidance” above, reconciliation of Total Spend and
Adjusted EBITDA guidance to the closest corresponding GAAP measure is
not available without unreasonable efforts on a forward-looking basis
due to the high variability, complexity and low visibility with respect
to the costs and charges excluded from these non-GAAP measures, in
particular, the measures and effects of stock-based compensation expense
specific to equity compensation awards that are directly impacted by
unpredictable fluctuations in our stock price. We expect the variability
of these costs and charges to have a significant, and potentially
unpredictable, impact on our future GAAP financial results.

Exhibit A

Tremor Video, Inc.

Consolidated Balance Sheets

(in thousands)

September 30,

December 31,

2016

2015

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

47,552

$

59,887

Accounts receivable, net

60,364

70,778

Prepaid expenses and other current assets

2,674

3,721

Total current assets

110,590

134,386

Long-term assets:

Restricted cash

770

600

Property and equipment, net

9,308

10,094

Intangible assets, net

8,128

11,469

Goodwill

10,863

10,781

Other assets

1,159

794

Total long-term assets

30,228

33,738

Total assets

$

140,818

$

168,124

Liabilities and stockholders' equity

Current liabilities:

Accounts payable and accrued expenses

$

49,053

$

58,742

Deferred rent

485

401

Contingent consideration on acquisition, short-term

1,608

987

Deferred revenue

48

108

Total current liabilities

51,194

60,238

Long-term liabilities:

Deferred rent, long-term

6,383

5,237

Contingent consideration on acquisition, long-term

-

443

Deferred tax liabilities

502

510

Other long-term liabilities

-

264

Total liabilities

58,079

66,692

Stockholders' equity:

Common stock

5

5

Treasury stock

(1,516

)

-

Additional paid-in capital

282,630

279,136

Accumulated other comprehensive loss

(180

)

(55

)

Accumulated deficit

(198,200

)

(177,654

)

Total stockholders' equity

82,739

101,432

Total liabilities and stockholders' equity

$

140,818

$

168,124

Tremor Video, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2016

2015(1)

2016

2015(1)

Revenue

$

41,281

$

41,624

$

112,953

$

122,080

Cost of revenue

22,698

24,024

60,952

70,277

Gross profit

18,583

17,600

52,001

51,803

Operating expenses:

Technology and development(2)

4,935

5,147

15,823

14,869

Sales and marketing(2)

11,403

12,112

35,409

35,780

General and administrative(2)

3,609

4,034

12,605

13,083

Depreciation and amortization

2,358

2,322

6,922

6,055

Mark-to-market(3)

6

-

1,095

-

Impairment charges(4)

-

22,665

-

22,665

Total operating expenses

22,311

46,280

71,854

92,452

Loss from operations

(3,728

)

(28,680

)

(19,853

)

(40,649

)

Interest and other income (expense), net:

Interest expense

(4

)

(2

)

(19

)

(7

)

Other income (expense), net

72

79

(213

)

102

Total interest and other income (expense), net

68

77

(232

)

95

Loss before provision for income taxes

(3,660

)

(28,603

)

(20,085

)

(40,554

)

Provision for income taxes

(43

)

19

461

258

Net loss

$

(3,617

)

$

(28,622

)

$

(20,546

)

$

(40,812

)

Net loss per share:

Basic and diluted

$

(0.07

)

$

(0.55

)

$

(0.39

)

$

(0.79

)

Weighted-average number of shares of common stock outstanding:

Basic and diluted

52,473,601

51,875,785

52,493,099

51,515,285

____________

(1) As discussed in our Form 10-K for the year ended December 31,
2015, filed with the SEC on March 15, 2016, the previously issued
quarterly financial statements for the periods ended March 31, 2015,
June 30, 2015, and September 30, 2015 have been restated to reflect
the reporting of revenue attributable to the Company’s seller
platform on a net instead of a gross basis. The restatement has the
effect of decreasing both revenue and cost of revenue in a like
amount in such quarterly financial statements, and has no impact on
reported gross profit, net loss or Adjusted EBITDA.

(2) Stock-based compensation expense included above:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2016

2015

2016

2015

Technology and development

$

237

$

209

$

699

$

641

Sales and marketing

325

376

1,092

1,179

General and administrative

398

337

1,158

1,357

Total stock-based compensation expense

$

960

$

922

$

2,949

$

3,177

(3) Reflects expense incurred based on the Company’s re-measurement,
at September 30, 2016, of the estimated fair value of earn-out
payments that have been paid or may become due in connection with
the acquisition of The Video Network Pty Ltd, an Australian
proprietary limited company (“TVN”), and which are not conditioned
on continued employment with the Company.

(4) Reflects $22.7 million of non-cash impairment charges to
goodwill, and certain intangible assets and property and equipment.

Tremor Video, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Nine Months Ended

September 30,

2016

2015

Cash flows from operating activities:

Net loss

$

(20,546

)

$

(40,812

)

Adjustments required to reconcile net loss to net cash used in
operating activities:

(1) We record revenue from our buyer platform on a gross basis,
including costs of inventory. Accordingly, for revenue generated
from our buyer platform, total spend is equivalent to revenue. We
record revenue from our seller platform, the Tremor Video SSP net of
inventory costs. Total spend through the Tremor Video SSP is equal
to the revenue generated from the Tremor Video SSP plus associated
costs of inventory.

Tremor Video, Inc.

Reconciliation of Net Loss to Adjusted EBITDA

(in thousands)

(unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2016

2015

2016

2015

Net loss

$

(3,617

)

$

(28,622

)

$

(20,546

)

$

(40,812

)

Adjustments:

Depreciation and amortization expense

2,358

2,322

6,922

6,055

Stock-based compensation expense

960

922

2,949

3,177

Executive severance

(9

)

508

163

870

Acquisition-related costs(1)

616

337

2,764

559

Litigation expenses

13

226

194

294

Stock-based long-term incentive compensation expense

(183

)

185

(183

)

262

Provision for income taxes

(43

)

19

461

258

Mark-to-market expense(2)

6

-

1,095

-

Interest and other (income) expense, net

(66

)

(77

)

234

(95

)

Other adjustments(3)

-

-

520

-

Impairment Charges(4)

-

22,665

-

22,665

Total net adjustments

3,652

27,107

15,119

34,045

Adjusted EBITDA

$

35

$

(1,515

)

$

(5,427

)

$

(6,767

)

(1) Reflects acquisition-related costs incurred in connection with
the Company’s acquisition of TVN. Includes $616 and $2,751 for the
three and nine months ended September 30, 2016, respectively, of
compensation-related expenses related to contingent consideration
payments that have been paid or may become due to certain TVN
sellers that are subject to continued employment.

(2) Reflects expense incurred based on the Company’s re-measurement,
at September 30, 2016, of the estimated fair value of earn-out
payments that have been paid or may become due in connection with
the acquisition of TVN and which are not conditioned on continued
employment with the Company.

(3) Reflects amounts accrued in connection with a one-time change in
the Company’s employee vacation policy.

(4) Reflects $22.7 million of non-cash impairment charges to
goodwill, and certain intangible assets and property and equipment.

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